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EXHIBIT 10(p)
HANOVER FOODS CORPORATION
VOTING AGREEMENT
Xxxx X. Xxxxxx, Xx. hereby agrees that, for a four (4) year period
beginning on April 1, 1997 and ending on March 31, 2001, he will vote all
shares of stock (whether Class A, Class B or otherwise) of Hanover Foods
Corporation (a Pennsylvania corporation) which he is entitled to vote (whether
at shareholders meetings or otherwise) as directed by the Board of Directors of
the Hanover Foods Corporation, provided that Xxxxxxx X. Xxxxxxxx, Xx., Xxxxxx
X. Xxxxxxx, Xxxxx X. Xxxx, or a majority of them, vote in favor of the
direction. Xxxx X. Xxxxxx, Xx. agrees that this Voting Agreement shall be
binding upon him and upon his estate, heirs, executors, administrators and
other representatives and he intends to be legally bound hereby. Xxxx X.
Xxxxxx Xx. hereby revokes any proxy previously given with respect to the shares
of stock of Hanover Foods Corporation. This Voting Agreement may not be
amended, supplemented, waived or terminated except by a written instrument
executed by Xxxx X. Xxxxxx, Xx. and Hanover Foods Corporation, acting through
its Board of Directors. This Voting Agreement is executed pursuant to Section
1768(b) of the Pennsylvania Business Corporation Law of 1988 as amended and
shall be governed by the laws of the Commonwealth of Pennsylvania applicable to
contracts made and to performed solely in Pennsylvania.
/s/ Xxxx X. Xxxxxx Xx. (SEAL)
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XXXX X. XXXXXX, XX.
DATED: April 22, 1997
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